6

                                   EXHIBIT "D"
                           ASSIGNMENT AND BILL OF SALE
                           ---------------------------

STATE OF NEW MEXICO            Sec.
                               Sec.
COUNTY OF SAN JUAN             Sec.

     This  Assignment and Bill of Sale (the "Assignment'), dated effective as of
7:00 a.m., mountain standard time, on January 1, 2003 (the "Effective Time"), is
from  REGENT ENERGY CORPORATION (fka Vulcan Minerals & Energy, Inc.), (fka Playa
Minerals & Energy Inc.), whose address is 10777 Westheimer, Suite 1100, Houston,
Texas  77042  (the  "Assignor"),  to  ROCKY  MOUNTAIN  ENERGY CORPORATION, whose
address  is 333 North Sam Houston Pkwy. E., Suite 910, Houston, Texas 77060 (the
"Assignee").

                                     PART 1
                          GRANTING AND HABENDUM CLAUSES

     For  Ten  and  No/100  Dollars  ($10.00)  and  other  good  and  valuable
consideration,  the  receipt  and  sufficiency  of  which  Assignor  hereby
acknowledges,  Assignor  has transferred, bargained, conveyed, and assigned, and
does  hereby transfer, bargain, convey and assign to Assignee, effective for all
purposes  as  of the Effective Time, (the "Acquired Interest") all of the right,
title  and  interest  of  Assignor in and to the following properties and assets
(such  properties  and  assets  being  hereinafter  called  the  "Assets"):

     A.   Any  and all working interest owned by Assignor and set for on Exhibit
          "A",  or  which  Assignor  is  entitled  to  receive  by reason of any
          participation,  joint  venture,  farm-in,  farm-out,  joint  operating
          agreement  or  other  agreement, in and to the oil, gas and/or mineral
          leases,  permits,  licenses,  concessions,  leasehold estates, working
          interests, reversionary interests, fee and term mineral interests, and
          any  other  interests  of  Assignor  in  oil,  gas,  and  associated
          hydrocarbons  ("Hydrocarbons"),  it  being  the intent hereof that the
          legal  descriptions and depth limitations set forth on Exhibit "A" are
          for  information only and the term "Leases" includes all of Assignor's
          right,  title  and  interest in the interests described on Exhibit "A"
          even  though such interest may be incorrectly described (collectively,
          the  "Leases");

     B.   All  right,  title  and interest of Assignor in and to or derived from
          the  following and are assignable and are attributable to, appurtenant
          to,  incidental  to,  or  used  for  the  operation of the Leases (the
          "Personal  Property  and  Incidental  Rights"):

          1.   All  easements,  rights-of-way,  permits, licenses, servitudes or
               other  interests;

          2.   All  of  the  personal property, inventory, and equipment without
               exception  or exclusion, located on the lease as of the effective
               date;  and


<PAGE>
          3.   All  contracts,  agreements,  and title instruments to the extent
               attributable  to  and affecting the Assets in existence as of the
               date  of  execution of this Assignment, including all hydrocarbon
               sales,  purchase,  gathering transportation, treating, marketing,
               exchange,  processing,  and  fractionating  contracts,  and joint
               operating  agreements.

     C.   All  merchantable  oil and condensate produced from or attributable to
          the  Leases  prior  to  the Effective Time which have not been sold by
          Assignor  and  are  in  storage  at the Effective Time (the "Inventory
          Hydrocarbons");

specifically  excluding  the  following  (the  "Excluded  Assets"):

     i.   any  and  all  rights of the Assignor in royalty interests, overriding
          royalty  interests,  production  payment  interests,  or  any  other
          non-participating  burdens on the Leases in effect as of the Effective
          Time;

     ii.  all  trade  credits,  accounts  receivable, notes receivable and other
          receivables  attributable  to  Assignor's  interest in the Assets with
          respect  to  any  period  of  time  prior  to  the Effective Time; all
          deposits,  cash, checks in process of collection, cash equivalents and
          funds  attributable  to Assignor's interest in the assets with respect
          to  any  period of time prior to the Effective Time; and all proceeds,
          benefits,  income  or  revenues  accruing  (and  any security or other
          deposits made) with respect to the Assets prior to the Effective Time;

     iii. all  corporate,  financial,  and  tax  records  of  Assignor; however,
          Assignee  shall be entitled to receive copies of any tax records which
          directly relate to any assumed obligations, or which are necessary for
          assignee's  ownership,  administration,  or  operation  of the Assets;

     iv.  all  claims  and  causes  of  action  of  Assignor  arising from acts,
          omissions  or  events,  or  damage  to  or  destruction of the Assets,
          occurring  prior  to  the  Effective  Time;

     v.   all  rights,  title,  claims and interests of Assignor relating to the
          Assets  prior  to  the Effective Time under any policy or agreement of
          insurance  or  indemnity;  under  any  bond;  or  to  any insurance or
          condemnation  proceeds  or  awards;

     vi.  all  Hydrocarbons  produced  from  or  attributable to the Assets with
          respect  to all periods prior to the Effective Time, together with all
          proceeds  from  or  of  such  Hydrocarbons,  except  the  Inventory
          Hydrocarbons;

     vii. claims of Assignor or refund of or loss carry forwards with respect to
          production,  windfall profit, severance, ad valorem or any other taxes
          attributable  to any period prior to the Effective Time, or income for
          franchise  taxes;


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<PAGE>
     viii.  all  amounts  due  or  payable to Assignor or adjustments or refunds
          under  any  contract  or  agreements  (including  take-or-pay  claims)
          affecting  the Assets, respecting periods prior to the Effective Time;

     ix.  all  amounts  due  or  payable to Assignor or adjustments to insurance
          premiums related to the Assets with respect to any period prior to the
          Effective  Time;

     x.   all  proceeds, benefits, income or revenues accruing (and any security
          or  other deposits made ) with respect to the Assets, and all accounts
          receivable  attributable  to  the Assets, prior to the Effective Time;

     xi.  All of Assignor's intellectual property, including but not limited to,
          proprietary  computer  software,  patents,  trade secrets, copyrights,
          names,  marks  and  logos;  and

     TO  HAVE AND TO HOLD, subject to the terms, exceptions and other provisions
herein stated, the Acquired Interest in the Assets unto Assignee, its respective
heirs,  personal  representatives,  successors  and  assigns,  forever.

                                     PART II
                                  MISCELLANEOUS

     A.     Disclaimer  of  Warranties;  Subrogation.  Assignor  represents  and
            ----------------------------------------
            warrants  (i) that Assignor has good right and authority to sell and
            assign the Acquired Interest in the Assets; and (ii) that the Assets
            are  free  and  clear  of  any  mortgages, deeds of trust, financing
            statements,  liens  and  encumbrances  (other  than  those  created
            pursuant  to  joint  operating  agreements  and those to be released
            simultaneously  with  the  execution of this Assignment) created by,
            through,  or  under  Assignor,  but  not  otherwise.  Except for the
            warranty  set  forth  in the preceding sentence, the assignments and
            conveyances  made  by  this  Assignment are made without warranty of
            title, express, implied, or statutory, and without recourse, even as
            to the return of the purchase price or other consideration, but with
            full  substitution  and  subrogation  of  Assignee,  and all persons
            claiming  by,  through and under Assignee, to the extent assignable,
            in and to all covenants and warranties of Assignor's predecessors in
            title  and  with  full  subrogation of all rights accruing under the
            applicable  statutes of limitation or prescription under the laws of
            the  state where the Assets are located and all rights of actions of
            warranty  against  all former owners of the Assets. Any covenants or
            warranties  implied  by  statute  or  law  by  the  use of the words
            "transfer',  "convey",  "bargain" or "assign" or other similar words
            used  in this Assignment are hereby expressly disclaimed, waived and
            negated.


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<PAGE>
     B.     Further  Disclaimers. Assignor and Assignee agree that to the extent
            --------------------
            required  by  applicable  law  to  be  operative, the disclaimers of
            certain  warranties  contained  in  this paragraph are "conspicuous"
            disclaimers  for  the purposes of any applicable law, rule or order.
            The Personal Property and Incidental Rights are assigned to Assignee
            without  recourse  (even  as  to the return of the purchase price or
            other  consideration),  covenant  or  warranty of any kind, express,
            implied  or  statutory.  WITHOUT  LIMITING  THE  EXPRESS  PROVISIONS
            HEREOF,  ASSIGNEE SPECIFICALLY AGREES THAT ASSIGNOR IS CONVEYING THE
            PERSONAL PROPERTY AND INCIDENTAL RIGHTS ON AN "AS IS, WHERE IS, WITH
            ALL  FAULTS"  BASIS  AND  WITHOUT REPRESENTATION OR WARRANTY, EITHER
            EXPRESS,  IMPLIED  AT  COMMON  LAW,  BY  STATUTE  OR  OTHERWISE,  OR
            STATUTORY,  ALL  OF  WHICH  ASSIGNOR  HEREBY DISCLAIMS), RELATING TO
            TITLE  TRANSFERABILITY,  FITNESS  FOR  ANY  PARTICULAR  PURPOSE,
            MERCHANTABILITY,  DESIGN  OR QUALITY, COMPLIANCE WITH SPECIFICATIONS
            OR  CONDITIONS REGARDING OPERATION, FREEDOM FROM PATENT OR TRADEMARK
            INFRINGEMENT,  ABSENCE  OR  LATENT  DEFECTS,  OR  ANY  OTHER  MATTER
            WHATSOEVER.  THE  PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY
            ASSIGNEE AND ASSIGNOR AFTER DUE CONSIDERATION AND ARE INTENDED TO BE
            COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES
            OF  ASSIGNOR,  EITHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO
            THE EQUIPMENT THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN
            EFFECT  OR  OTHERWISE,  EXCEPT  AS  EXPRESSLY  SET  FORTH  HEREIN.

     C.     Subject to Purchase and Sale Agreement. This Assignment is delivered
            --------------------------------------
            pursuant to that certain Purchase and Sale Agreement effective as of
            January  1,  2003, by and between Assignor, as Seller, and Assignee,
            as  Buyer  (the  "Purchase and Sale Agreement"). In the event of any
            conflict,  inconsistencies,  or  ambiguities  between  the terms and
            conditions  of  this Assignment and the Purchase and Sale Agreement,
            the  terms  and  conditions of the Purchase and Sale Agreement shall
            govern  and  control.  The  Purchase  and  Sale Agreement contains a
            provision  for certain contingent payments to be earned by Assignor,
            as  Seller.  Exhibit  "C"  titled  Contingent  Payment  Schedule  is
            attached hereto and made a part hereof in order to ratify and affirm
            Assignee's obligation to Assignor regarding the contingent payments.

     D.     Further  Assurances.  The  parties  agree  to  take all such further
            -------------------
            actions  and  execute,  acknowledge  and  deliver  all  such further
            documents  that are necessary or useful in carrying out the purposes
            of  this  Assignment.  So long as authorized by applicable law so to
            do,  Assignor agrees to execute, acknowledge and deliver to Assignee
            all  such  other  additional  instruments, notices, division orders,
            transfer  orders  and  other  documents and to do all such other and
            further  acts  and  things  as  may  be  necessary to more fully and
            effectively  convey  and assign to Assignee the Acquired Interest in
            the  Assets  conveyed  hereby  or  intended  so  to  be  conveyed.


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<PAGE>
     E.     Successors  and Assigns. This Assignment shall bind and inure to the
            -----------------------
            benefit  of  Assignor  and  Assignee  and  their  respective  heirs,
            personal  representatives,  successors  and  assigns.

     F.     Governing  Law. This Assignment shall be governed by and interpreted
            --------------
            in  accordance  with  the  laws  of the State of New Mexico, without
            regard to any conflicts of law rule that would direct application of
            the  laws  of  another jurisdiction, except to the extent that it is
            mandatory  that  the  law  of  some  other jurisdiction, wherein the
            Assets  are  located,  shall  apply.

     G.     Exhibits. All exhibits attached hereto are hereby made a part hereof
            --------
            and  incorporated  herein  by  this  reference.  References  in such
            exhibits  to  instruments on file in the public records are made for
            all purposes. Unless provided otherwise, all recording references in
            such  exhibits  are  to  the  appropriate records of the counties in
            which  the  Assets  are  located.

     H.     Captions.  The  captions in this Assignment are for convenience only
            --------
            and  shall not be considered a part of or affect the construction or
            interpretation  of  any  provision  of  this  Assignment.

     I.     Counterparts.  This  Assignment  may  be  executed  in  one  or more
            ------------
            counterparts,  each of which shall be deemed an original, but all of
            which  together  shall  constitute  one  and  the  same  instrument.

     EXECUTED  as of the dates of the acknowledgments below, to be effective for
all  purposes  as  of  the  Effective  Time.

                                            ASSIGNOR:
                                            REGENT  ENERGY  CORPORATION
                                            (FKA VULCAN MINERALS & ENERGY, INC.)
                                            (FKA PLAYA MINERALS & ENERGY, INC.)


                                            By:______________________________
                                            Andrew  Levy,  Director

                                            ASSIGNEE:
                                            ROCKY  MOUNTAIN  ENERGY  CORPORATION


                                            By:______________________________
                                            John  N.  Ehrman,  President


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<PAGE>
STATE  OF  NEW  YORK       Sec.
                           Sec.
COUNTY  OF  NEW  YORK      Sec.

     This  instrument  was  acknowledged  before  me  on  this      day  of
2003,  by  Andrew  Levy,  Director  of  Regent  Energy  Corporation,  a  Nevada
corporation,  on  behalf  of  said  corporation.

                                  ______________________________________________
                                  Notary Public in and for the State of New York
                                  My  Commission  Expires:


STATE  OF  TEXAS           Sec.
                           Sec.
COUNTY  HARRIS             Sec.

     This  instrument  was  acknowledged  before  me  on  this  ________  day of
,  2003,  by  John  N. Ehrman, President of Rocky Mountain Energy Corporation, a
Nevada  corporation,  on  behalf  of  said  corporation.


                                  ______________________________________________
                                  Notary Public in and for the State of Texas
                                  My  Commission  Expires:


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